A SOLDIER and His Shadow
by wesst1
Summary: Shinra had a nasty habit of creating it's own enemies, sometimes quite literally. A hero on the verge of death is saved only to have his former employer try to turn him into their ultimate weapon. All he remembers is that he wasn't always this way and with the help of friends old and new and the love of a special woman he will get back what Shinra took. All hail Shadow.
1. Chapter 1

Chapter 1: Bow Your Heads Low

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**Hello one and all, wesst1 here. I've had this idea rolling around in my head for a while and I think you'll all enjoy it.**

**There have been a number of FFVII AU fics out there, a good number of which are Zack survival stories. Now by this point I'm sure some of you are groaning and/or saying "Not another one," but I think this will be different enough for you to enjoy it. **

**I do not own the Final Fantasy franchise or, and this won't be important until later, the character or the basic idea behind Shadow the Hedgehog. Now that I've pretty much given everything away, let's get started.**

**One last thing, it's been a while since I've played FFVII and Crisis Core so it is more than likely that I'll go off script, but then again since it is AU that shouldn't matter too much anyway.**

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In a wasteland outside of the imposing city of Midgar, a lone man was fighting the battle of his life. An entire army had been dispatched to eliminate him and his friend, and he had stepped right into their trap. Whether it was to steady his nerves or a prayer for a miracle the man touched his forehead to the hilt of his sword and said, "Embrace your dreams and defend your honor as SOLDIER."

The man had black spikey hair, a muscular build, glowing bluish-violet eyes, and an X-shaped scar on his left cheek. His only weapon was a broadsword, five to six feet and length with a single-edged large blade that was approximately one foot wide. This man was named Zack Fair, a SOLDIER, First-Class.

His friend was a blonde man named Cloud Strife. He too had spikey hair although it was blonde, a slightly leaner build, and glowing eyes. He was suffering from what was known as mako poisoning, an illness that affected those who were exposed to the liquid form of the Planet's Lifestream, the Planet's life force. Semi-conscious and incoherent he could only watch as his best friend mowed down their enemies in an attempt to gain their freedom.

Their enemy was an army sent by the Shinra Electric Power Company, their former employer. When one becomes a Shinra employee they become Shinra property, and Shinra is not interested in what its property wants. Former Shinra employees are either monitored until the day they die or are killed in order to protect the company's dark secrets and these two were privy to some of the darkest secrets of the Shinra Company.

_I have to win. I have to live. Cloud is in no condition to be on his own and I have 23 wishes to grant, or one big wish now I guess, _Zack thought as he mowed down Shinra troopers. "Gah!" he grunted as a bullet went into his leg. This battle was clearly demonstrating the difference between SOLDIERs and the Shinra Army, the difference in their power was the difference between heaven and earth. Even bloody and bullet-ridden a First-Class SOLDIER was still more than a match for an army of normal humans. As wave after wave of troopers met the end of the Buster Sword victory seemed to be well within reach. However, even a SOLDIER has his limits and Zack soon grew tired due to battle and blood loss. A barrage of bullets from the last three troopers hit their mark and the impact left Zack on his back in an expanding pool of his own blood.

"That takes care of that," one of the men said.

"What about the blonde one?" a second asked.

"Leave him, he'll be dead soon enough. Now let's go it looks like it's gonna rain" the commander ordered, as he left ahead of the others.

"Sir!" the other two said as they quickly followed.

As soon as the three left the heavens opened, almost as if the Planet itself was mourning what appeared to be the end of a brave and heroic man. _Ugh, of course it has to start raining when I'm about to die, _Zack thought. Sensing movement he turned and saw Cloud crawling towards him.

"Zack?" Cloud asked in an almost childlike manner. Perhaps he believed this to be a hallucination or a dream; he could not believe that his best friend would die in such a way.

"For the both of us," Zack said.

"What?" Cloud asked.

"You're gonna live…for the both of us," Zack said. Continuing he said, "My honor…my dreams… they're yours now. You're my living legacy," Zack said.

"I'm your legacy," Cloud repeated.

"Cloud, you better get out of here," Zack said as he passed Cloud the Buster Sword.

"Zack I…" Cloud started.

"Cloud, you've been through enough you shouldn't have to watch me die too," Zack said.

"I'm sorry Zack," was all Cloud said as he took off towards Midgar, and it may have just been the rain but Zack swore he saw tears.

As soon as Cloud left the sky started to clear up and Zack saw a familiar figure. It was a man with straight black hair, a SOLDIER uniform, and white wings; it was Zack's mentor Angeal Hewley.

"Hey Angeal," Zack started.

"Yes Zack?" Angeal asked.

"I know I just made peace with my situation but I still want to live, I still want to fight," Zack told his former mentor.

"Death may be kinder to you Zack," Angeal told him.

"Maybe you're right but I have things I want to do and promises to keep," Zack told him.

"I believe you told your friend to take care of that," Angeal reminded him.

"I had no right to force that on him, I realized it as soon as I said it," Zack said.

"Yeah I know a few things about that," Angeal said remembering the events of Modeoheim. Angeal asked one last question, "Even if what lies ahead may be more difficult that anything you have faced thus far, do you still want to live?"

"If what lies ahead is hard, I'll face it like a SOLDIER. My mind is made up, I WANT TO LIVE!" Zack answered.

"Well then Mr. Fair, consider your wish granted," A haughty voice on his right said.

"Hojo," Zack said as he recognized the voice. It was indeed the head of Shinra's Science Department, Professor Hojo. He was an older man with dark hair and a ponytail in a lab coat and glasses. This man was mostly to blame for Zack's current situation, as he had been experimenting on Zack and Cloud for the past four years.

"Don't worry my boy, I won't let you die, I believe that you are going to do great things in the future," Hojo said as he shot Zack with a tranquilizer.

"Professor the blood packs are ready in the chopper," someone who appeared to be a medic said.

"Good, patch him up and keep him sedated," Hojo ordered.

"Sir!" the medic said as a team came to collect the unconscious SOLDIER.

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_A few months later_

President Shinra was a short stout man with thinning blond hair and mustache, wearing a burgundy suit, white shirt, red tie, and a cigar. This evening he was pacing back and forth in his office in front of his company's executives and scientists and he had a very pressing question.

"How long until this joint project of yours is ready?" he asked.

"Sir, the genetic samples have been spliced into our subject and the inhibitors in working order," a scientist reported.

"It has been shown that the subject can command mako energy and can even gather power from the air around him," another Scientist added.

"His strength and speed surpass even Sephiroth's, Sir, and with the equipment we are giving him he should be able to reach Mach 2 on foot," a blonde woman said. This was Scarlet, the Head of Weapons Development at Shinra Inc.

"His durability is amazing and he's shown that he can survive in any condition," a large man in a green suit with dark hair and a bushy beard chimed in. This was Heidegger the Head of Public Safety, or to put it more accurately the Head of Shinra's military as well as Shinra's intelligence agents, the Turks.

"It would have been done sooner were you not so insistent that he retain his human form," Hojo stated.

"Shadow must be able to move about undetected among the populace. I want the ultimate living weapon and I want it to look human!" President Shinra yelled.

"Well Sir, that part slowed us down but it has been taken care of. The real issue is his memory," the first scientist spoke up.

"His memory?" President Shinra asked.

"After every test he asks us who he was, apparently he is aware that he wasn't always this way. We fear that he may try to run if he doesn't get answers soon," the second scientist explained.

"Let him ask all the questions he wants, where else will he go? Who but us can give him those answers? It isn't as though he knows who else to ask," President Shinra said.

"But Sir, what if his memories come back on their own?" the first scientist asked.

"You made plans for if he went rogue right?" President Shinra asked.

"Yes sir," the man replied.

"Then hurry up and put him to work, without Sephiroth, Angeal, or Genesis anti-Shinra groups have been getting more daring. Even if they aren't a threat, they're still pissing me off," President Shinra told them, effectively ending the meeting.

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As everyone left the office, Hojo, Scarlet, and Heidegger made their way to Hojo's lab to check on the status of their joint project. As soon as they entered they approached a capsule filled with mako.

"So, how much longer until he's ready?" Heidegger asked.

"He can be ready next week once Palmer get me my materials. I still can't believe I'm stuck making shoes for President Shinra's new pet," Scarlet said.

"Those parts are with your top engineers right now, Scarlet," a new voice said. This was Palmer, the Head of Shinra's failed space program. He was a short, overweight man with grey hair. He was not present at the meeting because it was well known that he was an incompetent man and President Shinra's patience was wearing thin.

"He'll be ready by next week then," Scarlet said.

"Good, good," Hojo said to himself and what was in the capsule. _I told you my boy, you're going to do great things, _the Chief Scientist thought.

Inside the capsule was a man had black spikey hair, a muscular build, and an X-shaped scar on his left cheek.

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**Okay, I know this was short but with my fics the first chapter is always short, never really figured out why though. I hope this was enough to get you interested in the story I've envisioned. I'll try to update when I can but I like to alternate between stories so if you like what you've read so far I hope you don't mind waiting. I'm only sorry that I have to make you wait.**

**Read and review, and no flames please.**


	2. Chapter 2

Chapter 2: Meet AVALANCHE

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**Hey I'm back, cue the chirping crickets. I kind of expected this, this section of the site doesn't seem to get much traffic anymore and even I will admit that the first chapter wasn't great. **

**We are going to focus on AVALANCHE for the next two or three chapters, so let's jump right in.**

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_Sector 1 Mako Reactor_

It was several days after the meeting in President Shinra's Office, although only a select few were privy to that information, and in the perpetual darkness that covered Midgar, a group of four made its way to the city's sector's power source. Their target was Mako Reactor 1 of Midgar Sector 1. The members were: a slim young man with brown hair and a bandana tied around his head; a young woman with brown hair in a ponytail; a heavy-set muscular man with dark skin and what appeared to be a gun melded to his arm; and last but not least was Cloud, looking much like he had in the wasteland, except with a grim expression on his face and the Buster Sword on his back. As the group approached the entrance to the Mako Reactor, Cloud held up a hand to signal a stop.

"Why the fuck are we stopping, Spike?" the man with the gun arm asked.

Cloud merely pointed towards the entrance and after a few seconds a man in a Shinra guard uniform came walking out.

"This sucks. 'Go patrol the entrance, Phil!' 'Go keep watch for AVALANCHE, Phil!' 'Go do everything, Phil!'" the man, apparently named Phil, griped.

"Barret, show us how good you are with that arm of yours," the man with the bandana whispered.

"You got it, Biggs," The man now identified as Barret said as he raised his arm and fired a shot. The bullet pierced Phil's body and he fell forward dead.

"Bulls-eye," Barret said proudly.

"Yeah, nice shot Barret, it almost makes up for alerting the other guards that we're here," Cloud said, clearly not amused.

"That's what we pay you for now isn't it, Smartass," Barret countered.

"Barret, maybe we shouldn't agitate the mercenary?" the woman suggested.

"Jessie's right Barret," Biggs agreed.

"You're the one who told me to shot, jackass," Barret told Biggs.

"Will you three shut up, we've got company," Cloud said, as he and the others took cover.

Three guards came out to investigate the noise and were greeted to the sight of their dead friend. "Holy shit, Phil's dead!" one exclaimed.

"Someone shot him!" another shouted.

"Spread out, find whoever did this!" the third, the leader ordered as the three scattered. Once they were out of sight Cloud checked to make sure that the coast was clear.

"Were good, now go," he ordered. The group didn't make it far before they came upon a security door. "Damn," Cloud swore when he saw that they would need a key card to open the door.

"Good thing we came prepared," Biggs said as he approached the lock and swiped a card.

"I'm just glad it works, it took me forever to make those fake key cards," Jessie stated as the door opened.

"Biggs, stay here and guard the door, we'll need the exit clear once the bomb is set," Barret ordered.

"You got it, Barret," Biggs said as the rest of the group went on ahead. Further down the hallway they came to another room that had another security door.

"Good thing I made two of these, huh?" Jessie asked as she swiped another key card and opened the door.

"Yeah great, now guard this door while Spike and I head down and set your bomb," Barret told her.

"Can do Barret," Jessie said. With that Cloud and Barret headed further into the power station, searching for the reactor. They finally did find it at the bottom of a long ladder.

"Watch my back Barret, with so little security I wouldn't be surprised if this was a trap," Cloud ordered as he approached the reactor and attached the bomb.

"You ain't my boss you little shit!" Barret shouted, but listened to Cloud anyway.

As soon as the bomb's timer was set there was a loud rumbling and soon Cloud and Barret found out why Shinra had so few security guards stationed to protect Reactor One. A giant scorpion had dropped from the ceiling, ready to face the intruders.

"Where the fuck did that thing come from?" Barret asked, as he took aim at the beast. Cloud was thinking something along those lines as he drew the Buster Sword. As he did he found himself dodging the scorpion's tail.

"_It's no good, I can't get close to it with that tail. Thankfully my sword isn't the only weapon I have,_ Cloud thought as a stone set in his sword started to glow. "Thunder!" he shouted firing electricity from his free hand. The electricity hit the mark; the scorpion screeched in pain and started to back away. "It doesn't like electricity, Barret back me up," Cloud ordered.

"What did I say about giving me orders Spike?" Barret asked before he fired a round at the scorpion's legs. Before the scorpion could react Cloud hit it with another bolt of lightning.

_One more should do it,_ Cloud thought as he dodged the flailing monster. Barret however wasn't so lucky, although the stinger missed him he was still thrown into a railing. As the scorpion approached Cloud stood in its path and hit it point blank with one final bolt of lightning. After one loud screech the scorpion collapsed clearly dead.

"Thanks Spike," Barret said, grateful for the save but regretting that he needed it.

"Thank me after you pay me and I do plan to charge you for the rescue," Cloud said.

"You're gonna take me for everything I've got motherfucker!" Barret yelled. _Where does he get off gouging me like this?_

"Well discuss my fee structure when we get back to Sector 7," Cloud responded calmly.

"You bet your ass we will," Barret shot back as the two hurried towards the exit. The battle with the scorpion didn't take long but now the members of AVALANCHE could not spare a second while making their escape. They came upon the security door where they had left Jessie.

"Jessie we've only got a few minutes!" Barret shouted as he and Cloud came running towards her. She soon joined them in their mad dash to the exit and they soon met up with Biggs.

"Biggs, we gotta go," Jessie yelled as they approached and soon the whole group had made it to the exit. As soon as the group was a safe distance away the bomb went off and the entire sector lost power. It wasn't long before the mako reactors in the other sectors picked up the slack and Sector 1 lit up again, albeit dimmer than before. While the members of AVALANCHE seemed satisfied with this small victory, Cloud knew that their mission was not over until they were back at the hideout.

"Split up, try to blend in and we'll met up back in the usual place," Cloud said.

"Alright Spike, but you and I are going to have a long talk about who is in charge when we get back," Barret said as he went off in one direction and Biggs and Jessie went off on their own as well.

_Yeah, I'll be sure to listen to that, _Cloud thought as he walked off and headed towards the train that would take him below the plate. Midgar was a city above a city and the most technologically advanced location ever constructed on the planet of Gaia. It consisted of a large circular structure supported above the ground by eight reactors and a central pillar, with various other supports around the city. On top of the structure lies the city proper, divided into eight sectors, while underneath it on the ground lies a large slum; created by the city's unfortunate and downtrodden. The city had once been eight individual towns but as Midgar formed the names were forgotten in favor of referring to the different areas as sectors. _I'm in Sector 1 and I need to get to the Sector 7 slums, _Cloud thought realizing that he had no idea where he was.

While Cloud attempted to get his bearings someone spotted him, or more accurately his sword. _That sword, it has to be him,_ the person thought as they ran towards him. This person was a woman in her early twenties, wearing a shin-length pink dress that buttons up the front and a red bolero jacket. She also wore brown boots and metal bracers on her wrists and around the edges of her jacket sleeves. She had long light brown hair that was plaited with a large pink ribbon, segmented bangs that framed her face and emerald green eyes. In one arm, she held a basket filled with flowers, hoping to sell some in the dreary city of Midgar. She had a pretty face that was soon sporting a disappointed look, _Of course it's not him, why do I get my hopes up,_ she thought. She was about to go on her way when Cloud spotted her.

"Excuse me, Miss, could you tell me how to get below the plate from here?" Cloud asked. _Barret can never find out that I got lost on the way back._

"Oh, the train is south of here," the young woman pointed out.

"Thanks," Cloud said. Spying her basket, he asked, "You sell flowers?"

"Yes, I grow them myself. Only 1 gil each," she answered.

_Well I guess I owe her but I don't know. Say I was buying flowers or admit I was lost. I'll go with flowers, _Cloud thought. "I'll take one," Cloud said as he opened his wallet.

"Thank you," the young woman said as she handed him a flower and then went on her way.

Cloud followed the young woman's directions and soon met the rest of AVALANCHE at the train station. Biggs and Jessie seemed unconcerned but Barret looked annoyed at Cloud's tardiness.

"You're late," Barret said. Seeing what Cloud had in his hand, he said, "I thought you were supposed to be some badass mercenary not some fucking hippie."

"Barret maybe we should save this for when we get back," Jessie suggested, hoping no one heard the word mercenary.

"Yeah, alright. Damn train's here anyway," Barret said as he got on. The other's soon followed suit and were on their way to the Sector 7 Slums.

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_Sector 7 Slums_

Once the group had exited the train, they made their way to a bar, Seventh Heaven. As soon as Barret entered he was attacked by a little girl.

"Daddy!" the little girl cried. The little girl had shoulder-length brown hair cut in a bob with a straight fringe, and wore a pink dress with a yellow bow on the front, and brown boots with white socks. She was Barret's adopted daughter Marlene.

"Hey baby girl. Did you have fun with Tifa?" Barret asked in a way that seemed completely out of character for him.

"I sure did, Daddy," Marlene responded.

"She was great Barret," a young woman added. This woman had long, dark brown hair which fell below her waist and was tied at the tips to form a dolphin tail appearance. She wore white teardrop earrings, a white tank top, black mini-skirt with a belt and suspenders. She was sporting red and black gloves that extended to her elbows, red boots, and a metal guard on her left elbow. Her most notable traits, and the most important to most of the bar patrons, were her large breasts and long legs. Her name was Tifa Lockhart, a member of AVALANCHE and the bartender of Seventh Heaven. "So how did it go?" Tifa asked, referring to the mission.

"Pretty well, we had some unexpected obstacles but the mission was a success," Biggs said before he and Jessie went off to prepare for the next mission.

"Yeah, except for when Shinra rerouted power from the other reactors, making the whole thing pointless," Cloud said, clearly disagreeing with the others.

"We're doing what we can shit brain!" Barret shouted, reverting back to his usual self.

"So is Shinra, the difference is that they have enough money and power to outlast anything one small group of rebels can do to them," Cloud explained.

"Then why the fuck are you here if you think it's hopeless?" Barret asked, his anger quickly rising.

"You're paying me aren't you? Speaking of which…" Cloud started letting his words hang.

"Fine, damn blonde vulture, how much?" Barret asked, remembering that as much of a pain Cloud could be, they needed him.

"5,000 gil," Cloud said.

"Are you fucking kidding me?" You're going to take me for everything I've got!" Barret yelled, almost unable to see straight due to rage.

"You can pay me or I can walk, it doesn't matter to me," Cloud said, unfazed.

"Barret, if we keep hitting reactors we really will need him," Tifa said.

"I know but fuck, that's too much. At least drop it to 1,500?" Barret asked.

"I'm out of here," Cloud said, getting up.

"Alright, damn. 5,000 that's Marlene's schooling money," Barret muttered as he went to get the money.

"Why do you insist on fighting with Barret?" Tifa asked.

"I was always getting into fights as a child, remember?" Cloud reminded her.

"Cloud, you know 5,000 is too much for us," Tifa said.

"If you don't have it that's fine. It just means that I won't stick around," Cloud said.

"Not even for your childhood friend?" Tifa asked.

"We barely spoke as kids and you know it," Cloud spat. She was not going to guilt him into staying for free.

"You promised that if I was in trouble that you would help me," Tifa started. "Well, I am in trouble, it just so happens that the rest of the planet is in the same trouble."

_Damn that night at the water tower, damn my old infatuation with Tifa, and damn the fact that it's still very real,_ Cloud thought. Finally he said, "Alright I'll stay, but not because you asked me to."

"Real mature Cloud," Tifa said, happy that, for now at least, Cloud would stay.

"Here's your damn money," Barret said, throwing a bag at Cloud.

"Okay, now that we have that out of the way, where are you going to hit next?" Cloud asked.

"Tomorrow night, we hit the Sector 5 Reactor," Barret said as he went off to put Marlene to bed.

"Cloud, I didn't get the chance to ask before but where did you get that flower?" Tifa asked. She thought it was odd to see Cloud with a flower in Midgar of all places, but diffusing the fight between Cloud and Barret took precedence.

"Some girl maybe a little older than us was selling them for 1 gil each, seemed like a good deal," Cloud said. Not knowing what possessed him to do it he slipped the flower into Tifa's hair, and then said, "That seems like a good a place as any for it. Night Tifa."

Though she was shocked by what Cloud had just done, Tifa soon recovered and checked her reflection all while thinking, _Maybe Cloud hasn't changed so much after all._

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**Well, now most of AVALANCHE has entered the picture, I didn't mention Wedge yet but he'll show up next chapter. Zack/Shadow won't be showing up for a few more chapters but only because of how I want them all to meet up.**

**In case anyone is wondering, there will be no Chaos Emeralds on Gaia. Materia will do just fine.**

**Next chapter should be up in much less time than this one. **

**Please read and review.**


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